Mar. 3, 2008

TOPICS

ENTITIES

SEC issues final rule revising and mandating electronic filing of Form D

HFLR Editor

Hedge Fund Law Report

SEC issued final rule release amending the information required to be included in Form D and the filing procedure for the form.

Phase-in period from 2/15/08 to 3/14/09 during which filers can file on paper or electronically; electronic filing only starting 3/15/09.

Categories of information required to be included in revised Form D include: description of issuer’s business from a list of industry classifications rather than in a narrative; date of first sale; Securities Act and Investment Company Act exemptions or exclusions claimed; minimum investment; broker-dealer CRD number for anyone receiving sales compensation; free writing option; no identification of 10% owners required; current required disclosure regarding application of proceeds replaced with disclosure of amounts paid for sales commissions and amount of gross proceeds paid to executives of issuer.

Required amendments to correct material mistake of fact, to reflect changes in information provided and annually for continuous offerings.